SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
MAUI LAND & PINEAPPLE COMPANY, INC.
(Name of Issuer)
COMMON
(Title of Class of Securities)
577345-10-1
(CUSIP Number)
JOSEPH W. HARTLEY JR.,
P. O. BOX 187, KAHULUI, HI 96732-0187
808-877-3351
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 30, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check here .
Check here if a fee is being paid with the statement X . (A fee is not
required only if the reporting person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1, and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act, but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 577345-10-1
13D
1. Name of Reporting Person, SSN or IRS Identification No.:
JOSEPH W. HARTLEY JR.
SSN: ###-##-####
2. Check appropriate box if a member of a group*:
THE J. WALTER CAMERON FAMILY GROUP (a) [X]
(b) [ ]
3. SEC use only
4. Source of Funds*: Not Applicable
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e) [ ]
6. Citizenship or place of organization: USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole voting power: -0-
8. Shared voting power: 4,481
9. Sole dispositive power: -0-
10. Shared dispositive power: -0-
11. Aggregate amount beneficially owned by each reporting person: 4,481
(The J. Walter Cameron Family Group beneficially own in the aggregate
718,851 shares)
12. Check box if aggregate amount in row 11 excludes certain shares* [X]
13. Percent of class represented by amount in row 11: .3%
14. Type of reporting person*: IN
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SCHEDULE 13D
Item 1. SECURITY AND ISSUER
Common Stock
Maui Land & Pineapple Company, Inc.
120 Kane Street
Kahului, Hawaii
Item 2. IDENTITY AND BACKGROUND
a. Joseph W. Hartley Jr.
b. P. O. Box 187, Kahului, Hawaii 96732-0187
c. President of the issuer
d. Mr. Hartley, during the past five years, has not been convicted in
a criminal proceeding
e. Mr. Hartley, during the past five years, was not a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction.
f. Citizenship: USA
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
Not applicable
Item 4. PURPOSE OF TRANSACTION
The securities beneficially owned by Mr. Hartley consist of shares
allocated to his account in the issuer's Employee Stock Ownership Plan
(the "ESOP"). Mr. Hartley expects additional shares to be allocated to
that account pursuant to the normal operation of the ESOP, including
allocations that will occur as of December 31, 1994.
Mr. Hartley expects to retire as president and chief executive
officer of the issuer on March 31, 1995. He also expects to be
nominated for election as a director at the issuer's 1995 annual
meeting. In connection with a review of share ownership in the issuer
by members of the J. Walter Cameron Family Group (the "Family Group"),
Mr. Hartley has concluded that he should be considered a member of the
Family Group. That conclusion reflects his view that members of the
Cameron family have provided essential leadership to the issuer during
his 37-year career with the issuer and its subsidiaries; his view that
the issuer's interests will be furthered by the Family Group's continued
ownership of substantial portions of the issuer's shares; Mr. Hartley's
expectation that he will support and encourage continued ownership by
the Family Group of a substantial block of the issuer's securities; Mr.
Hartley's present intent in furtherance of those views to retain to the
extent practicable after his retirement beneficial ownership of shares
presently allocated to his ESOP account; and Mr. Hartley's expectation
that he will vote shares beneficially owned by him in support of
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continued representation on the issuer's board of members or
representatives of the Family Group.
Except for the foregoing, and except for any plans or proposals
that may be presented to or formulated by the issuer's board of
directors in the course of Mr. Hartley's responsibilities as the
issuer's president and chief executive officer, or as a director if
elected to its board, Mr. Hartley has no plans or proposals which relate
to or would result in: the acquisition by any person of additional
securities of the issuer or the disposition of the issuer's securities;
an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the issuer or any of its subsidiaries; a sale
or transfer of a material amount of assets of the issuer or any of its
subsidiaries; any change in the present board of directors or management
of the issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board; any
material change in the present capitalization or dividend policy of the
issuer; any other material change in the issuer's business or corporate
structure; changes in the issuer's charter or by laws, or other actions
which may impede the acquisition or control of the issuer by any person;
causing a class of the issuer's securities to cease to be authorized to
be quoted in an inter-dealer quotation system or registered national
securities association; a class of equity securities of the issuer
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or any action similar
to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
a. & b. Beneficial Ownership of:
The J. Walter Cameron Family Group
Aggregate number of beneficially owned: 718,851
Percent of Class: 40%
Beneficial ownership of the issuer's shares by members of the J. Walter
Cameron Family Group, to the extent known to Mr. Hartley, is set forth
on Exhibit A hereto.
Joseph W. Hartley Jr.
Aggregate number of shares beneficially owned: 4,481
Percent of Class: .3%
Number of shares as to which there is:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 4,481
(iii) sole power to dispose or direct that disposition: -0-
(iv) shared power to dispose or direct the disposition: -0-
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The foregoing figures do not include certain shares held by the ESOP,
beneficial ownership of which is disclaimed by Mr. Hartley. See Note B.
to Exhibit A.
c. On January 24, 1995, Mary C. Sanford purchased 62 shares of the
issuer's common stock in a private transaction at a price of $54 per
share. On January 26, 1995, Mary C. Sanford purchased 150 shares of the
issuer's common stock at a price of $54 per share. The transaction was
effected through Monroe Securities Inc., a bulletin board market maker
of the issuer's common stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF ISSUER
See Item 4.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A attached shows the members of the J. Walter Cameron Family
group, and share ownership information described therein.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
/s/ Joseph W. Hartley Jr.
Signature:____________________________
February 7, 1995
Date:_____________________________
Name/Title: JOSEPH W. HARTLEY JR.
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EXHIBIT A
THE J. WALTER CAMERON FAMILY GROUP
PREAMBLE
The J. Walter Cameron Family Group (the "Group") consists of
Frances B. Cameron, Mary C. Sanford, Claire C. Sanford, Jared B. H. Sanford,
Richard H. Cameron, Douglas B. Cameron and Joseph W. Hartley Jr. Part A of
this exhibit identifies shares of Maui Land & Pineapple Company, Inc. ("ML&P")
owned individually by each member of the Group. Part B identifies ML&P shares
owned by entities for which members of the Group serve as trustees, general
partners or directors. Such entities are listed because group members holding
such positions and/or the Group may, due to such positions, be deemed under
Section 13 to share beneficial ownership of shares held by such entities.
Inclusion in this exhibit of such entities does not mean or imply that such
entities themselves constitute Group members.
The total number of ML&P shares beneficially owned by members of
the Group, including shares held by the entities listed in Part B, is 718,851
shares, or 40% of ML&P's outstanding stock.
A. GROUP MEMBERS (Note A) Shares Held
The following individuals hold sole voting and dispositive power
with respect to shares listed below, except as indicated in Notes B and C.
(1) Frances B. Cameron -0-
(mother of Mary C. Sanford and of
Colin C. Cameron, deceased)
(2) Mary C. Sanford (including shares 60,297
held as Trustee of the
Mary C. Sanford Trust)
(3) Claire C. Sanford 43,051
(daughter of Mary C. Sanford)
(4) Jared B. H. Sanford 43,050
(son of Mary C. Sanford)
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(5) Richard H. Cameron 34,360
(son of Colin C. Cameron) (Note B)
(a) Jyl D. S. Cameron 500
(wife; not a group member) (Note C)
(b) Jyl D. S. Cameron as Custodian 100
for Summer Cameron (daughter) (Note C)
(c) Richard H. Cameron as Custodian 400
for Summer Cameron (daughter)
(d) Richard H. Cameron as Custodian 400
for Julia Cameron (daughter)
(e) Richard H. Cameron as Custodian 400
for Mara Cameron (daughter)
(6) Douglas B. Cameron 35,511
(son of Colin C. Cameron)
(7) Joseph W. Hartley Jr. 4,481
(Note B)
B. RELATED ENTITIES Shares Held
The following entities are record holders of the shares listed
below.
(8) Ethel S. Baldwin Trust 180,087
Trustees are Frances B. Cameron (1)
and Hawaiian Trust Co., Ltd.
Trust beneficiaries are Frances B.
Cameron and Mary C. Sanford (2).
(9) J. Walter Cameron Trust 20,360
Trustees are Mary C. Sanford (2),
Claire C. Sanford (3),
Richard H. Cameron (5),
Margaret A. C. Alvidrez (Note A)
and Hawaiian Trust Co., Ltd.
Trust beneficiary is
Frances B. Cameron (1).
(10) Colin C. Cameron Trust 51,110
Trustees are Richard H. Cameron (5),
Douglas B. Cameron (6),
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Francis C. Ort (Note A),
Margaret A. C. Alvidrez (Note A),
and Hawaiian Trust Co., Ltd.
Trust beneficiaries are
Richard H. Cameron, Douglas B. Cameron,
Margaret A. C. Alvidrez, Frances C. Ort
and Pamela A. Cameron (widow of
Colin C. Cameron).
(11) Cameron Family Partnership, 99,776
a limited partnership of which
Mary C. Sanford (2),
Claire C. Sanford (3),
Richard H. Cameron (5),
and Frances C. Ort (Note A)
are the general partners.
(12) Allan G. Sanford Trust 39,029
Trustee is Mary C. Sanford (2).
Beneficiaries are
Claire C. Sanford (3), and
Jared B. H. Sanford (4).
(13) Maui Publishing Company, Ltd. 105,939
Frances B. Cameron (1),
Mary C. Sanford (2),
Claire C. Sanford (3),
Jared B. Sanford (4),
Richard H. Cameron (5),
Frances C. Ort (Note A) and
Margaret A. C. Alvidrez (Note A)
serve on the 10-member board of
directors of Maui Publishing Company, Ltd.
Mary C. Sanford is the chairman, publisher
and president, and Richard H. Cameron is the
vice president, of that company.
Members of The Cameron Family Group are controlling
shareholders of Maui Publishing Company, Ltd.
NOTES:
A. As of the date of this filing, the reporting person's understanding is
that Margaret A. C. Alvidrez and Frances C. Ort (daughters of Colin C.
Cameron) are no longer members of the Group. Accordingly, this exhibit
does not include shares held by those individuals.
B. The amounts listed for Richard H. Cameron and Joseph W. Hartley include
1,349 shares and 4,481 shares allocated as of December 31, 1993 to their
respective accounts
page 3 of 4
in the Maui Land & Pineapple Company, Inc. Employee Stock Ownership Plan
(the "ESOP"), which holds 150,788 shares of ML&P's common stock.
Messrs. Cameron and Hartley hold shared voting power with respect to
shares allocated to their respective ESOP accounts. The ESOP Trustee is
required to vote shares allocated to a participant's account in
accordance with his or her instructions, and to vote shares for which no
instructions are received and unallocated shares in the same proportions
as allocated shares are voted pursuant to instructions received.
Messrs. Cameron and Hartley comprise two of the five members of the ESOP
administrative committee. The administrative committee holds
dispositive power with respect to shares held by the ESOP. Committee
action requires the approval of a majority of its members, and the
committee is required to perform its duties solely in the interests of
plan participants. Accordingly, Messrs. Cameron and Hartley each
disclaim beneficial ownership of shares held by the ESOP (other than
shares allocated to their respective ESOP accounts), and such shares are
not included in their ownership figures. If beneficial ownership of
such shares were attributed to Messrs. Cameron and Hartley and to the
Group, the aggregate beneficial ownership of each of those individuals
and of the Group would be as follows:
Richard Joseph
C. Cameron W. Hartley Group
Sole Voting 34,211 0 0
Power
Shared Voting 279,134 4,481 863,809
Power
Sole Dispositive 34,211 0 0
Power
Shared 428,573 150,788 863,809
Dispositive
Power
Aggregate Shares 428,573 150,788 863,809
Beneficially
Owned
Percentage of 23.8% 8.4% 48.1%
Outstanding
Shares
C. Richard H. Cameron may be deemed to share voting and dispositive power
with respect to the shares held by Jyl D. S. Cameron.
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